Certain Fees and Expenses Commencement Irrevocable Transfer Agent Instructions. (i) Certain Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by the Transaction Documents, except that (i) the Company shall pay, by wire transfer of immediately available funds to an account designated by the Investor (or to an account designated by the Investor’s counsel) prior to the Closing Date, a non-accountable and non-refundable document preparation fee of $350,000, exclusive of disbursements and out-of-pocket expenses (the “Document Preparation Fee”) and (ii) the Company will reimburse the fees and disbursements of legal counsel to the Investor in an amount not to exceed $100,000 in connection with the entry into the Transaction Documents and the review of the Initial Registration Statement and $25,000 per fiscal quarter in connection with the Investor’s ongoing due diligence and review of any registration statements (including any supplements or amendments thereto) and deliverables subject to Section 6.16 (in each case, with any unused amounts of such dollar amounts being rolled forward to and available to be used in subsequent fiscal quarters until used). The Company shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes (other than income taxes) and duties levied in connection with issuance of the Shares pursuant hereto. All of the Document Preparation Fee shall be fully earned and non-refundable as of the Closing Date, regardless of whether the Commencement occurs or whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement.
Certain Fees and Expenses Commencement Irrevocable Transfer Agent Instructions
